We maintain a long-term incentive plan whereby eligible employees and non-employee directors may be granted non-qualified service condition stock options, non-qualified market condition stock options, restricted stock awards, and restricted stock units. We grant share-based awards to continue to attract and retain employees and to better align employees’ interests with those of our shareholders. Monro issues new shares of Common Stock upon the exercise of stock options.

Share-based compensation expense included in cost of sales and OSG&A expense in Monro’s Consolidated Statements of Income and Comprehensive Income for 2024, 2023, and 2022 was $4.3 million, $5.7 million, and $4.3 million, respectively, and the related income tax benefit for each year was $1.1 million, $1.4 million, and $1.0 million, respectively.

Monro currently grants stock option awards, shares of restricted stock and restricted stock units under the 2007 Incentive Stock Option Plan (the “2007 Plan”), as amended and restated effective August 2017. At March 30, 2024, there were a total of 5,001,620 shares and 735,189 shares that were authorized and available for grant under the 2007 Plan, respectively.

Generally, employee options vest over a four-year period, and have a duration of six years. Outstanding options are exercisable for various periods through October 2029.



Stock Option Activity				Weighted average		Aggregate
	Stock		Weighted average	Remaining Contractual		Intrinsic
	Options		Exercise Price	Term (years)		Value ^(a)
Outstanding as of March 25, 2023	534,018	$	57.39
Granted	100,085		37.43
Exercised	(375)		46.14
Canceled	(215,818)		57.75
Outstanding as of March 30, 2024	417,910	$	52.44	4.21	$	87,000
Vested and exercisable as of March 30, 2024	213,303	$	59.11	3.37	$	—

(a)Total shares valued at the market price of the underlying stock as of March 30, 2024 less the exercise price.

As of March 30, 2024, the total unrecognized compensation expense related to unvested stock option awards was $1.6 million, which is expected to be recognized over a weighted average period of approximately three years. The weighted average grant date fair value of options granted during 2024, 2023, and 2022 was $11.02, $12.73, and $13.96, respectively. The total fair value of stock options vested during 2024, 2023, and 2022 was $1.4 million, $1.7 million, and $1.0 million, respectively.


Stock Option Exercises
(millions)		2024		2023		2022
Total intrinsic value of stock options exercised	$	0.0	$	0.1	$	0.5
Cash received for exercise price		0.0		0.7		2.1
Income tax benefit		—		—		—

Monro issues restricted stock and restricted stock units to certain members of management as well as non-employee directors of the Company. Restricted stock units represent shares issued upon vesting in the future whereas restricted stock awards represent shares issued upon grant that are restricted. The fair value for restricted stock units and restricted stock awards is calculated based on the stock price on the date of grant. Restricted stock units do not have voting rights but earn dividends during the vesting period. The recipients of the restricted stock awards have voting rights and earn dividends during the vesting period. The dividends are paid to the recipient at the time the restricted stock or restricted stock unit becomes vested. If the recipient leaves Monro prior to the vesting date for any reason, the shares of restricted stock, or the shares underlying the restricted stock unit, and the dividends accrued on those shares will be forfeited and returned to Monro. The restricted stock units and awards vest equally over three years or four years.

During 2022, the Company granted 40,000 restricted stock units in connection with the appointment of its new President and Chief Executive Officer effective April 5, 2021. 20,000 restricted stock units are time vesting. 20,000 restricted stock units would have vested upon the Company’s common stock price meeting certain market conditions between April 2021 and December 2023. These shares did not vest because the stock price market conditions were not achieved by December 31, 2023.

In 2024, 2023 and 2022, the Company issued a limited number of restricted stock units to members of senior management which may vest upon the achievement of a three-year average return on invested capital target.



Non-vested Restricted Stock Activity			Weighted average
			Grant-date
	Restricted Shares		Fair Value per Share
Outstanding as of March 25, 2023	215,931	$	50.92
Granted	140,335		37.09
Vested	(69,063)		53.73
Forfeited	(27,309)		44.06
Outstanding as of March 30, 2024	259,894	$	43.43

As of March 30, 2024, the total unrecognized compensation expense related to unvested restricted shares was $5.4 million, which is expected to be recognized over a weighted average period of approximately two years. The weighted average grant date fair value of restricted shares granted during 2024, 2023, and 2022 was $37.09, $46.43, and $58.06, respectively. The total fair value of restricted shares vested during 2024, 2023, and 2022 was $3.7 million, $2.8 million, and $1.0 million, respectively.